Statement of Changes in Beneficial Ownership (4)
23 Dezember 2022 - 4:57PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DAHL AMY E |
2. Issuer Name and Ticker or Trading Symbol
TORO CO
[
TTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, GC and Corporate Secretary |
(Last)
(First)
(Middle)
8111 LYNDALE AVENUE SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/21/2022 |
(Street)
BLOOMINGTON, MN 55420
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Performance Share Units | 12/21/2022 | | A | | 2954 (1) | A | $0 | 10190.92 (2) | D | |
Common Stock | | | | | | | | 18706.261 | D | |
Common Stock | | | | | | | | 3824.562 (3) | I | The Toro Company Retirement Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Option | $111.15 | 12/22/2022 | | A | | 15400 | | (4) | 12/22/2032 | Common Stock | 15400 | $0 | 15400 | D | |
Explanation of Responses: |
(1) | Represents the payout of a Performance Share Award for the Fiscal 2020 to Fiscal 2022 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 13, 2022, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2022 financial results that were released on December 21, 2022. The reporting person has deferred the payout of her Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan. |
(2) | Includes 22.588 performance share units acquired by the reporting person since the date of her last report under the dividend reinvestment feature of the Deferred Plan. |
(3) | Includes the following shares of common stock acquired by the reporting person since the date of her last report: 1.704 shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan (the "Plan") and 11.923 net shares acquired under the dividend reinvestment feature of the Plan less quarterly non-discretionary administrative fees. |
(4) | The option vests in three equal annual installments commencing on the first anniversary of the December 22, 2022 grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DAHL AMY E 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420 |
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| VP, GC and Corporate Secretary |
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Signatures
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/s/ Amy E. Dahl | | 12/23/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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